In 1975, Congress enacted Section 13(f) to increase the public availability of information regarding the purchase, sale, and holdings of securities by institutional investors. Under that section, an investment manager that exercises investment discretion with respect to accounts holding certain equity securities having an aggregate fair market value of $100 million or more must file quarterly reports of those holdings on Form 13F. Section 13(f) mandates that the Commission tabulate the information appearing in the quarterly reports and disseminate the information to the public.
The wording and legislative history of the statute make clear Congress' intent that Section 13(f) information be promptly disseminated to the public. Congress also recognized that, in some instances, disclosure of certain types of information could have harmful effects, not only on an investment manager, but also on the investors whose assets are under its management. To balance these competing interests, Section 13(f)(3) authorizes the Commission to delay or prevent the public disclosure of information as it determines to be necessary or appropriate in the public interest or for the protection of investors.
Congress specified two categories of securities information that the Commission, upon request, should exempt from disclosure on reports filed under Section 13(f): (1) information that would identify securities held by the account of a natural person or certain estates or trusts; and (2) information that would reveal an investment manager's program of acquisition or disposition that is ongoing both at the end of a reporting period and at the time that the investment manager's Form 13F is filed. The legislative history of Section 13(f) emphasizes the second of these categories in pointing out that: "[t]he Committee believes that generally it is in the public interest to grant confidential treatment to an ongoing investment strategy of an investment manager. Disclosure of such strategy
Thank you bio---this is very, very helpful. I suspect those that were selling the 500k shares at ~$1.30 are either continuing their selling or have decided to unload all of their shares. If I remember they had over 5% of the company's shares. That would tank the price and cause real harm to Cardica as they try to get through the 510k process. They would likely be delisted from the Nasdaq because of the $50 million rule and then everyone would suffer.
Disclosure of such strategy would impede competition and could cause increased volatility in the market place."2
Under its authority to delay or prevent the public disclosure of certain information in the public interest or for the protection of investors, the Commission has supplemented the categories of information specified by the Congress with two other categories of information that are eligible for confidential treatment. Those other categories are: (1) open risk arbitrage positions; and (2) investment strategies that utilize block positioning
As cited on the SEC’s website4, the SEC will grant confidential treatment if
disclosure of holding information might, 1) identify the holding natural person, certain estates,
or trusts; 2) reveal an ongoing acquisition or disposition not completed by the end of the
reporting period; 3) reveal open risk arbitrage positions; and 4) reveal investment strategy that
use block positioning.